Dwayne A. Wilson
IngredionAbout Dwayne A. Wilson
Independent director of Ingredion Incorporated (INGR), age 66, serving since May 2010. Former Senior Vice President of Fluor Corporation and former President & CEO of Savannah River Nuclear Solutions, LLC, with more than 35 years in project management, operations, and general management across large, publicly held organizations . The Board has affirmatively determined Wilson is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Senior Vice President | Jun 2014 – Jun 2016 | Reported to Chairman & CEO on strategic initiatives for one of the world’s largest EPC firms |
| Savannah River Nuclear Solutions, LLC (DOE contractor) | President & CEO | Oct 2011 – Jun 2014 | Led management/operations of DOE Savannah River Site, including Savannah River National Laboratory |
External Roles
| Company | Role | Committee Assignments | Notes |
|---|---|---|---|
| Crown Holdings, Inc. (NYSE: CCK) | Director | Audit Committee member | Global rigid packaging supplier |
| DT Midstream, Inc. (NYSE: DTM) | Director | Compensation Committee Chair | Natural gas midstream pipelines/storage operator |
| Sterling Construction Co., Inc. (NASDAQ: STRL) | Director | Not disclosed | Infrastructure services provider |
| NACD | Fellow | — | Governance credential |
Board Governance
- Committee assignments: Audit Committee member; Audit met 10 times in 2024 .
- Independence: Board determined Wilson is independent; all PCC and Audit Committee members meet heightened NYSE/SEC independence standards .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of board/committee meetings; all 11 directors attended the 2024 annual meeting .
- Board leadership: Independent non-executive Chairman (Gregory B. Kenny). Executive sessions of non-employee directors held with each regularly scheduled board meeting .
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | 105,000 | Paid quarterly; directors may defer into RSUs |
| Annual Equity Retainer (2024) | 160,000 | Issued quarterly in common stock; immediately vested (deferrable into RSUs) |
| Chair Fees (if applicable) | Audit Chair 25,000; PCC Chair 20,000; CGN Chair 15,000 | 100% cash; Wilson is not chair of any committee |
| 2024 Non-Employee Director Compensation (Wilson) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Dwayne A. Wilson | 105,000 | 159,863 | 5,000 (charitable match) | 269,863 |
Director stock ownership requirements: minimum of five times the annual board cash retainer (currently $500,000) within five years; common stock, vested/unvested RSUs and phantom stock units count toward compliance; as of Dec 31, 2023, all non-employee directors exceeded or were within the compliance window .
Performance Compensation
- Directors do not receive performance-based bonuses or incentive metrics; equity retainers are time-based and immediately vested when issued (deferrable into RSUs) .
- No meeting fees and no option grants are disclosed for non-employee directors .
Other Directorships & Interlocks
- Crown Holdings (packaging), DT Midstream (energy infrastructure), Sterling Construction (infrastructure). No related-party transactions disclosed in the proxy; the Audit Committee oversees and must approve any transactions with “related persons” under SEC rules .
- Potential time-commitment consideration: Wilson serves on three public company boards in addition to INGR, including a committee chair role at DTM—investors may monitor for “overboarding” concerns even though INGR does not disclose specific director seat limits .
Expertise & Qualifications
- Deep project management and operations experience in large-scale engineering and government-contracted environments (DOE site leadership), with international and general management exposure .
- Governance credentials via NACD Fellowship and experience on audit and compensation committees at other public companies .
Equity Ownership
| Holder | Shares of Common Stock (#) | Deferred/Phantom RSUs (#) | Percent of Class |
|---|---|---|---|
| Dwayne A. Wilson (as of Mar 24, 2025) | — | 26,161 | <1% (*) |
As of Dec 31, 2024, Wilson’s director RSU deferral account held 26,009 units (includes dividend equivalents reinvested) . Hedging and pledging of Company stock by directors are prohibited under INGR’s insider trading policy, with a narrow, case-by-case pledge exception requiring demonstrable capacity to repay without recourse to pledged securities . Director stock ownership guideline for non-employee directors: 5x annual cash retainer; directors had met or were within the five-year window as of Dec 31, 2023 .
Compensation Structure Analysis
- Mix and trend: Majority of director compensation delivered in equity; cash retainer increased from $100,000 (2023) to $105,000 (2024); equity retainer increased from $150,000 (2023) to $160,000 (2024); chair retainers paid 100% in cash since 2023 .
- Alignment: Equity-heavy structure and ownership requirements support long-term alignment; directors can defer into RSUs, further increasing equity linkage .
- No guaranteed meeting fees; no options; no performance-linked director pay (limits pay inflation and reduces risk-taking incentives) .
Related Party Transactions
- The Audit Committee conducts ongoing reviews and must approve related-party transactions; the 2025 proxy does not disclose any related-person transactions involving Wilson . INGR outlines a formal process for review and approval of transactions with related persons .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors, reducing misalignment risk .
- Section 16 compliance: No late filings noted for Wilson in the “Delinquent Section 16(a) Reports” disclosures (late filings involved other individuals) .
- Overboarding monitoring: Wilson’s three outside public boards plus INGR may raise investor time-commitment scrutiny; no company-specific limit disclosed .
- No director-specific conflicts or related party transactions disclosed; attendance met the >75% threshold .
Compensation Peer Group (for governance context)
- PCC uses a 18-company compensation peer group (e.g., Campbell Soup, Clorox, Conagra, Hershey, Kellanova, Keurig Dr Pepper, McCormick, Molson Coors, etc.) to benchmark director and executive pay; Meridian Compensation Partners serves as independent consultant with no conflicts .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | 96% |
| 2024 | 93% |
Meridian engaged as independent compensation consultant; PCC concluded pay programs do not encourage excessive risk-taking; revised clawback adopted in Oct 2023 to comply with SEC/NYSE rules (3-year lookback for Section 16 officers) .
Governance Assessment
- Strengths: Independence; Audit Committee membership and active risk oversight (financial reporting, ERM, cybersecurity); strong director ownership guidelines with equity-heavy pay; insider trading policy prohibits hedging/pledging; robust related-party review; solid say-on-pay approvals and independent compensation oversight .
- Monitoring items: Time-commitment across multiple public boards (including a chair role elsewhere); INGR does not disclose individual attendance beyond the >75% threshold; no disclosed conflicts, but investors may watch industry adjacency (packaging, energy infrastructure) for any future related-party transactions .